One might think that its seeming to you that p makes you justified in believing that p. After all, when you have no defeating beliefs, it would be irrational to have it seem to you that p but not believe it. That view is plausible for perceptual justification, problematic in the case of memory, and clearly wrong for inferential justification. I propose a view of rationality and justified belief that deals happily with inference and memory. Appearances are to be evaluated as ‘sound’ or ‘unsound.’ Only a sound appearance can give rise to a justified belief, yet even an unsound appearance can ‘rationally require’ the subject to form the belief. Some of our intuitions mistake that rational requirement for the belief’s being justified. The resulting picture makes it plausible that there are also unsound perceptual appearances. I suggest that to have a sound perceptually basic appearance that p, one must see that p